Free Master Services Agreement (MSA) Template

What is a Master Services Agreement?

A Master Services Agreement (MSA) establishes the main legal and commercial terms that govern an ongoing relationship between a service provider and a customer.

Instead of renegotiating the same baseline terms for every new project, subscription, deployment, or purchase, the parties can agree on an MSA once and use separate Order Forms or Statements of Work to document specific services.

An MSA commonly addresses areas such as payment terms, intellectual-property ownership, data rights, confidentiality, warranties, indemnification, liability, term, termination, and dispute resolution.

For technology and services businesses, the MSA can also establish rules around software access, integrations, customer systems, third-party services, support, security, and the use of customer or service-generated data.

When do you need a Master Services Agreement?

A company may use an MSA when it expects an ongoing or multi-phase commercial relationship rather than a single one-off transaction.

An MSA may be particularly useful when:

• Software or platform access will be provided on an ongoing basis
• Multiple projects or Statements of Work are expected
• Customers may purchase additional products, services, or subscriptions over time
• Implementation, integration, support, or professional services are part of the relationship
• The parties want consistent terms for intellectual property, confidentiality, data use, warranties, and liability
• Different orders or projects need to operate under the same legal framework
• Sales, legal, and procurement teams need a repeatable contract structure as deal volume increases

The appropriate contract structure depends on the business model. A SaaS company may primarily use an MSA with Order Forms, while a professional-services business may rely more heavily on Statements of Work for individual projects.

Why use this Master Services Agreement template?

This Master Services Agreement template provides a structured starting point for technology providers, SaaS companies, and businesses delivering recurring or project-based services.

It is designed to help establish the baseline terms that apply across an ongoing customer relationship while allowing individual purchases, subscriptions, deployments, or projects to be documented separately.

The template addresses important areas including service and platform-use rights, customer responsibilities, intellectual-property ownership, data rights, fees and payment, confidentiality, warranties, indemnification, liability, suspension, and termination.

It also includes provisions relevant to technology businesses involving integrations, connected accounts, customer systems, reusable tools, feedback, and aggregated data.

Because these provisions may not fit every business model, the template should be tailored to the provider’s actual product, delivery model, data practices, commercial terms, risk profile, and supporting contract documents before use.

What does the MSA template cover?

Services and platform use

• Definitions of core contractual terms
• Order Form structure for purchasing services
• License and platform-use rights
• Customer setup, system, and security responsibilities
• Connected Account and third-party service terms

Data and intellectual property

• Ownership of the platform and related intellectual property
• Customer data and output rights
• Rights relating to reusable or Generic Tools
• Feedback provisions
• Applicable aggregated-data rights

Fees and service administration

• Fees and payment timing
• Applicable payment and tax obligations
• Suspension rights
• Audit and compliance expectations

Risk and contract management

• Warranty disclaimers and service limitations
• Confidentiality obligations
• Indemnification provisions
• Limitations of liability where applicable
• Termination and post-termination obligations

Important: The template is primarily designed for technology and ongoing-services relationships. Provisions relating to software, integrations, connected accounts, customer systems, and data use should be removed or revised if they do not reflect the actual services being provided.